The ARRL Foundation Articles of Incorporation
We, the incorporators, certify that we hereby associate ourselves as a body politic and corporate under the Non-stock Corporation Act of the State of Connecticut.
The name of the corporation is The ARRL Foundation, Inc.
The nature of the activities to be conducted, or the purposes to be promoted or carried out by the corporation, are as follows:
To operate exclusively for charitable, educational and scientific purposes entitling the corporation to exemption under the provisions of Section 501(c)(3), and more specifically, to study and contribute to the development of amateur satellite programs and other innovative programs related to the purposes of The American Radio Relay League, Inc.
The corporation shall not do anything forbidden under Section 170(c)(2) with respect to corporations qualified to receive contributions which are deductible under said section. No part of the net earnings of the corporation shall ever inure to the benefit of any individual and no part of the activities of the corporation shall ever include participation in any political campaign on behalf of any candidate for public office. A substantial part of the activities of the corporation will not be legislative in nature.
If the corporation shall be or become a private foundation as such term is defined by Section 509, then the corporation shall be required to distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942, and the corporation shall be prohibited from engaging in any act of self-dealing (as defined in Section 4941(d), from retaining any excess business holdings (as defined in Section 4943(c)), from making any investments is such manner as to subject the corporation to tax under Section 4944, and from making any taxable expenditures (as defined in Section 4945(d)).
As used in this paragraph 2, the references to certain sections are to those sections of the Internal Revenue Code of 1954, or the corresponding provision of such other revenue laws of the United States as shall be in force from time to time.
The corporation is nonprofit. No part of the corporation's income or assets shall be distributable to its directors, officers or any individual, and the corporation shall not have or issue shares of stock or pay dividends; provided, that nothing herein shall restrict the right of the corporation to reasonably compensate its officers, directors or any individual for services rendered to the corporation.
Pursuant to the provisions of the General Statutes of Connecticut, Title 33, Chapter 600, Section 458, the corporation shall have no members; and the corporation shall operate under the management of its Board of Directors.
Initially, the Board of Directors shall consist of three (3) Directorships. The first Board shall be elected by the incorporators at the Organization Meeting of the corporation. At the First Annual Meeting of the Board of Directors, in January, 1974, the Board of Directors shall be increased to nine (9) Directorships. The Directors of The American Radio Relay League, Inc., shall, by a majority vote, elect the nine (9) Directors to commence serving as Directors at said First Annual Meeting of Directors, with three (3) of said Directors elected for a term of one (1) year, three (3) of said Directors elected for a term of two (2) years and three (3) of said Directors elected for a term of three (3) years. Thereafter, upon the expiration of the term of each Director, the Directors of The American Radio Relay League, Inc. shall, by a majority
vote, elect a successor Director of the corporation for a term of three years. Directors may be removed at any time by the Board of Directors of The American Radio Relay League, Inc. Vacant Directorships shall be filled for the unexpired term of such Directorships by the Board of Directors of The American Radio Relay League, Inc. A majority of the Directorships of the corporation shall always be held by persons who are Directors of the American Radio Relay League, Inc.
The Certificate of Incorporation and the By-Laws of the corporation may be amended by majority vote of the Directors of The American Radio League, Inc. provided any provision in the Certificate of Incorporation and/or By-Laws requiring a two-thirds (2/3) vote may only be amended by a two-thirds (2/3) vote of the Directors of the American Relay League, Inc. and provided, further, that no such amendment shall be adopted which will affect the exempt status of the corporation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.
The corporation may be dissolved at any time by majority vote of the
Directors then serving at any meeting of the Board of Directors called to consider such dissolution. Upon dissolution of the corporation, the assets remaining after payment of all liabilities shall be distributed to The American Radio Relay League, Inc. or, if it shall not then be an organization described in Section 170(c) of the Internal Revenue Code, to such other organization described in said section 170(c) as the Board of Directors in its sole discretion shall determine.
Under the penalties of false statement, we declare that the statements made in this Certificate are true.
Dated at Hartford, Connecticut, this 21st day of September, 1973.
(s)Robert York Chapman
(s)Larry E. Price
(s)Larry J. Shima
All of the Incorporators